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Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2006
Jan 5, 2006
50390_rns_2006-01-05_71e1ef54-1876-4e1c-8c1b-e5803730ce31.pdf
Proxy Solicitation & Information Statement
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(a Sino-foreign joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 902)
SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING
Attention:
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(1) This supplemental notice is issued for the purposes of informing the shareholders of the Company that pursuant to the Company Law of the People’s Republic of China, Huaneng International Power Development Corporation, a shareholder of the Company, has requested to put forward the resolutions numbered 2 and 3 below for shareholders’ approval at the Extraordinary General Meeting to be held on 18th January 2006. Such resolutions will then be considered and examined by shareholders at the Extraordinary General Meeting.
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(2) A revised proxy form (“Revised Proxy Form”) is issued to the Company’s shareholders accompanying with this supplemental notice. The proxy form previously issued by the Company accompanying with the Notice of Extraordinary General Meeting on 1st December, 2005 (if duly completed and submitted) will still be valid unless the Company has received the Revised Proxy Form (if duly completed and submitted). However, shareholders using the original proxy form will not be able to vote in respect of Resolutions numbered 2 and 3.
NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Huaneng Power International, Inc. (the “Company”) will be held at 9:00 a.m. on Wednesday, 18th January, 2006 at the office of the Company at West Wing, Building C, Tianyin Mansion, 2C Fuxingmennan Street, Xicheng District, Beijing, the People’s Republic of China for the conduct of approving the following resolutions:
Ordinary Resolution:
- Proposal regarding change of supervisor — appoint Mr. Guo Junming as supervisor (Note 1)
Special Resolutions:
- To approve that (i) an approval to be given to the Company to issue within the PRC asset-backed debt financing products of a principal amount up to RMB15 billion (in either one or multiple tranches) within 15 months from the date on which shareholders’ approval is obtained; (ii) an unconditional general mandate to be given to the Company’s board of directors or any two or more directors to determine the terms and conditions and other relevant matters in relation to the respective tranches of the issue of asset-backed debt financing products in accordance with the need of the Company and the market conditions, including but
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not limited to the final principal amount of the asset-backed debt financing products to be issued and the term thereof within the prescribed scope as set out in (i) above, the execution of all necessary legal documents, and the conduct of appropriate information disclosures.
- To approve that (i) an approval to be given to the Company to issue within the PRC short-term debentures of a principal amount up to RMB5 billion (in either one or multiple tranches) within 12 months from the date on which shareholders’ approval is obtained; (ii) an unconditional general mandate to be given to the Company’s board of directors or any two or more directors to determine the terms and conditions and other relevant matters in relation to the respective tranches of the issue of short-term debentures in accordance with the need of the Company and the market conditions, including but not limited to the final principal amount of the short-term debentures to be issued and the term thereof within the prescribed scope as set out in (i) above, the execution of all necessary legal documents, and the conduct of appropriate information disclosures.
By Order of the Board Huang Long Director
Beijing, the PRC 6th January, 2006
Notes:
1. Biography of Mr. Guo Junming
Mr. Guo Junming, aged 40, graduated from Shanxi Finance and Economic Institute specialising in business finance and accounting. Mr. Guo is a senior accountant and serves in China Huaneng Group as deputy chief accountant. He was, among other things, deputy manager of the finance department of China Huaneng Group, vice president and president of China Huaneng Finance Limited Liability Company, president of Huaneng Capital Services Limited Company, and manager of the finance department of China Huaneng Group.
Other than the relationship arising from his supervisorship with the Company, Mr. Guo has not held any directorship in any other public companies listed on the Hong Kong Stock Exchange in the past three years and he does not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. Mr. Guo has no interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. After obtaining approval from shareholders in respect of Mr. Guo’s appointment, the Company will enter into a service contract with Mr. Guo for a term expiring in June 2008. The remuneration will be determined with reference to the PRC market conditions. No other matters should be brought to the attention of the shareholders of the Company in respect to Mr. Guo’s appointment.
2. Eligibility for attending the Extraordinary General Meeting
Holders of the Company’s H Shares whose names appear on the HK$ Dividend H Shares Register and/or the US$ Dividend H Shares Register maintained by Hong Kong Registrars Limited and holders of the Company’s Domestic Shares whose names appear on the Domestic Shares Register maintained by the Company at the close of business on 19th December, 2005 are eligible to attend the Extraordinary General Meeting.
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3. Proxy
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(i) A member eligible to attend and vote at the Extraordinary General Meeting is entitled to appoint, in written form, one or more proxies to attend and vote on his/her behalf. A proxy needs not be a shareholder.
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(ii) A proxy should be appointed by a written instrument signed by the appointor or his/her attorney duly authorised in writing. If the form of proxy is signed by the attorney of the appointor, the power of attorney authorising that attorney to sign or other authorisation document(s) shall be notarised.
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(iii) To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the completed form of proxy must be delivered, in the case of holders of Domestic Shares, to the Company and, in the case of holders of H Shares, to Hong Kong Registrars Limited, not less than 24 hours before the time designated for holding of the Extraordinary General Meeting.
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(iv) A proxy may exercise the right to vote by a show of hands or by poll. However, if more than one proxy is appointed by a shareholder, such proxies shall only exercise the right to vote by poll.
4. Registration procedures for attending the Extraordinary General Meeting
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(i) A shareholder or his/her proxy shall produce proof of identity when attending the meeting. If a shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such shareholder may attend the Extraordinary General Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such persons to attend the meeting.
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(ii) Holders of H Shares intending to attend the Extraordinary General Meeting should return the reply slip for attending the Extraordinary General Meeting to the Company on or before 29th December, 2005.
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(iii) Shareholders may send the reply slip to the Company in person, by post or by fax.
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Closure of H Share Register of Members
The H share register of members of the Company will be closed from 19th December, 2005 to 17th January, 2006 (both days inclusive).
6. Other Businesses
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(i) The Extraordinary General Meeting will last for half day. Shareholders who attend shall bear their own travelling and accommodation expenses.
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(ii) The address of the Share Registrar for H Shares of the Company, Hong Kong Registrars Limited, is at:
46/F, Hopewell Centre 183 Queen’s Road East Hong Kong
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(iii) The registered address of the Company is at:
West Wing, Building C, Tianyin Mansion, 2C Fuxingmennan Street, Xicheng District, Beijing 100031, The People’s Republic of China Telephone No.: (+86)-10-66491999 Facsimile No.: (+86)-10-66491888
As at the date of this announcement, the directors of the Company are:
Li Xiaopeng Qian Zhongwei (Executive director) (Independent non-executive director) Huang Yongda Xia Donglin (Executive director) (Independent non-executive director) Wang Xiaosong Liu Jipeng (Non-executive director) (Independent non-executive director) Na Xizhi Wu Yusheng (Executive director) (Independent non-executive director) Huang Long Yu Ning (Executive director) (Independent non-executive director) Wu Dawei (Non-executive director) Shan Qunying (Non-executive director) Ding Shida (Non-executive director) Xu Zujian (Non-executive director) Liu Shuyuan (Non-executive director)
Please also refer to the published version of this announcement in South China Morning Post.
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